CHOCK FULL O'NUTS CORPORATION


	SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 





	TABLE OF CONTENTS


	Page No.

ARTICLE I.
ESTABLISHMENT AND PURPOSE	  1
1.1.	Establishment	  1
1.2.	Purpose	  1

ARTICLE II.
DEFINITIONS	  2
2.1.	Accrued Benefit	  2
2.2.	Actuarial Equivalent	  3
2.3.	Administrative Committee	  3
2.4.	Affiliated Group	  3
2.5.	Annuity Starting Date	  3
2.6.	Benefit Service	  3
2.7.	Board of Directors	  3
2.8.	Change in Control	  3
2.9.	Code	  5
2.10	Company	  5
2.11.	Early Retirement Date	  5
2.12.	Effective Date	  5
2.13.	Hour of Service	  5
2.14.	Independent Actuary	  5
2.15.	Joint and 50% Survivor Annuity	  5
2.16.	Late Retirement Date	  6
2.17.	Life Annuity	  6
2.18.	Normal Retirement Date	  6
2.19.	Participant	  6
2.20.	Pension Plan	  6
2.21.	Plan	  6
2.22.	Retirement 	  6
2.23.	Required Funding Amount 	  6
2.24.	Retirement Date	  7
2.25.	Spouse	  7
2.26.	Surviving Spouse	  7
2.27	Termination for Cause	  7
2.28.	Trust	  7
2.29.	Trustee	  7
 

ARTICLE III.
PLAN PARTICIPATION	  7
3.1.	Eligibility to Participate in the Plan	  7
3.2.	Participation	  8

ARTICLE IV.
BENEFITS	  8
4.1.	Retirement Benefits	  8
4.2.	Deferred Vested Benefit	  9
4.3.	Form of Retirement or Deferred Vested Benefit	  9
4.4.	Death Benefit	 10
4.5.	Time of Payment	 11
4.6.	Suspension of Benefits	 12
4.7.	Claims of Creditors	 13

ARTICLE V.
VESTING	 13
5.1.	Vesting	 13

ARTICLE VI.
CHANGE IN CONTROL 	 14
6.1.	Change in Control	 14
	
ARTICLE VII.
PLAN ADMINISTRATION	 15
7.1.	Administration of the Plan	 15
 
ARTICLE VIII.
AMENDMENT AND TERMINATION	 16
8.1.	Amendment and Termination of the Plan	 16
	
ARTICLE IX.
GENERAL PROVISIONS	 16
9.1.	Funding	 16
9.2.	Nonalienation of Benefits under this Plan 	 16
9.3.	Plan not a Contract of Employment 	 17
9.4.	Required Notification to Administrative Committee 	 17
9.5.	Successors 	 18
9.6.	Facility of Payment 	 18
9.7.	Required Information to Administrative Committee 	 19
9.8.	Claims Procedure 	 20
9.9.	Indemnification 	 20
9.10.	Controlling State Law 	 20
9.11.	Severability 	 20
9.12.	Adoption of the Plan 	 21

APPENDIX I	 22

CHOCK FULL O'NUTS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


Article I
ESTABLISHMENT AND PURPOSE
I.1	Establishment.  Effective as of January 1, 1998, the Company 
adopted a supplemental retirement plan known as the Plan for the 
benefit of a select group of highly compensated employees and their 
Surviving Spouses.  
I.2	Purpose.  The purpose of the Plan is to provide retirement 
income and supplemental death benefits based on compensation in 
excess of the limitations  imposed by Code Section 401(a)(17) for 
eligible Participants to supplement the benefits accrued under the 
Pension Plan, and to enable the Company to attract and retain certain 
key executives.  The Plan is intended to qualify as a plan maintained 
primarily for the purpose of providing certain deferred compensation 
benefits to a select group of management or highly compensated 
employees, as described in Sections 201(2), 301(a)(3), 401(a)(1) and 
4021(b)(6) of the Employee Retirement Income Security Act of 1974, as 
amended ("ERISA").


	Article II
	DEFINITIONS
Definitions.  As used herein, the following words and phrases have 
the meanings ascribed to them in Article II unless a different 
meaning is plainly required by the context.  Some of the words and 
phrases used in the Plan are not defined in this Article II, but, for 
convenience, are defined as they are introduced into the text.  Words 
in the masculine gender shall be deemed to include the feminine 
gender and words in the feminine gender shall be deemed to include 
the masculine gender.  Any headings used herein are included for ease 
of reference only, and are not to be construed so as to alter any of 
the terms of the Plan.
II.1	"Accrued Benefit" shall mean with respect to a Participant a 
monthly benefit expressed as a Life Annuity as of a specified date 
equal to (a) minus (b) below (both calculated as of the Participant's 
Retirement) and, if applicable, as adjusted pursuant to (c) below 
(but not less than zero) where:
	(a)	is the vested benefit that would be payable to the 
Participant under the Pension Plan computed without regard to the 
limitation imposed by Section 401(a)(17) of the Code, such vested 
benefit not to exceed one hundred and thirty thousand dollars 
($130,000) per annum; 
  	(b)	is the vested benefit payable to the Participant under 
the Pension Plan; and
	(c)	is the reduction for early retirement benefit 
commencement under the terms of the Pension Plan, to the extent that 
the Participant's Annuity Starting Date precedes his Normal 
Retirement Date.
II.2	"Actuarial Equivalent" shall mean a benefit or benefits which 
are of equal value at the date of determination to the benefits for 
which they are to be submitted.  Actuarial Equivalence shall be based 
on the interest and mortality tables used to determine actuarial 
equivalence under Appendix 1 of the Pension Plan.
II.3	"Administrative Committee" shall mean the Compensation 
Committee of the Board of Directors which shall administer the Plan 
in accordance with Article VII.
II.4	"Affiliated Group" shall mean the Company and all other 
entities required to be aggregated under Code Sections 414(b), (c) or 
(m).
II.5	"Annuity Starting Date" shall mean the first day of the first 
period for which an amount is payable as an annuity, or in the case 
of a benefit not payable in the form of an annuity, the first day on 
which all events have occurred which entitle the Participant to such 
a benefit.
II.6	"Benefit Service" shall mean the sum of all credited service 
earned under the Pension Plan determined as set forth under such 
plan.
II.7	"Board of Directors" shall mean the Board of Directors of the 
Company.
II.8	"Change in Control" shall occur if: 
			(a) the individuals who, as of December 31, 1997, 
constitute the Board of Directors of the Company (the "Incumbent 
Board"), cease for any reason to constitute at least a majority of 
the Board; provided, however, that any individual becoming a director 
subsequent to December 31, 1997 whose election, or nomination for 
election by the Company's stockholders, was approved by a vote of at 
least two-thirds of the directors then comprising the Incumbent Board 
shall be considered as though such an individual were a member of the 
Incumbent Board;
			(b)  any individual, entity, or group (within the 
meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange 
Act of 1934, as amended), acquires (directly or indirectly) the 
beneficial ownership (within the meaning of Rule 13d-3 promulgated 
under such Act) of more than twenty (20) percent of the combined 
voting power of the then outstanding voting securities of the Company 
entitled to vote generally in the election of directors ("Voting 
Power");
			(c)  any share of common stock or any other voting 
securities of the Company shall be purchased pursuant to a tender or 
exchange offer (other than a tender or exchange offer made by the 
Company); or
			(d)  the Company's stockholders shall approve a 
merger or consolidation, sale or disposition of all or substantially 
all of the Company's assets or a plan of liquidation or dissolution 
of the Company, other than (A) a merger of consolidation in which the 
voting securities of the Company outstanding immediately prior 
thereto will become (by operation of law), or are to be converted 
into, voting securities of the surviving corporation or its parent 
corporation immediately after such merger or consolidation that are 
owned by the same person or entity or persons or entities as 
immediately prior thereto and possess at least seventy-five (75) 
percent of the Voting Power held by the voting securities of the 
surviving corporation or its parent corporation, (B) a merger or 
consolidation effected to implement a recapitalization of the Company 
(or similar transaction) in which no person acquires more than fifty 
(50) percent of the Voting Power, or (C) a merger of consolidation in 
which the Company is the surviving corporation and such transaction 
was determined not to be a Change in Control, which transaction and 
determination was approved by a majority of the Board in actions 
taken prior to, and with respect to, such transaction.
II.9	"Code" shall mean the Internal Revenue Code of 1986, as 
amended.  Reference to a section of the Code shall include that 
section and any comparable section or sections of any future 
legislation that amends, supplements, or supersedes such section.
II.10	"Company" shall mean Chock full o'Nuts Corporation and any 
successor thereof.
II.11	"Early Retirement Date" shall have the same meaning as set 
forth in Article I of the Pension Plan.
II.12	"Effective Date" shall mean January 1, 1998.
II.13	"Hour of Service" shall have the same meaning as set forth in 
Article I of the Pension Plan.
II.14	"Independent Actuary" shall mean the actuarial consultant 
appointed by the Trustee in accordance with the Trust to determine 
the Required Funding Amount.
II.15	"Joint and 50% Survivor Annuity" shall mean a series of monthly 
installments which will be made for the lifetime of the Participant. 
 If the Participant predeceases his Spouse, payment in an amount 
equal to fifty percent (50%) of the Participant's monthly payment 
will continue for the Spouse's life.  The benefit under a Joint and 
50% Survivor Annuity will be the Actuarial Equivalent of the benefit 
under the Life Annuity form of payment.
II.16	"Late Retirement Date" shall have the same meaning as set forth 
in the Pension Plan.
II.17	"Life Annuity" shall mean a series of monthly installments 
which continue for the lifetime of the Participant and cease upon his 
death.
II.18	"Normal Retirement Date" shall have the same meaning as set 
forth in the Pension Plan.
II.19	"Participant" shall mean any employee of the Company who 
becomes eligible to participate in the Plan and who continues to be 
entitled to any benefits under the Plan.
II.20	"Pension Plan" shall mean the Chock full o'Nuts Corporation 
Pension Plan, as such plan may be amended, from time to time.
II.21	"Plan" shall mean the Chock full o'Nuts Corporation 
Supplemental Executive Retirement Plan, as such plan may be amended, 
from time to time.
II.22	"Retirement" shall mean separation from service with all 
members of the Affiliated Group at a time when the Participant is 
eligible for payment of an Accrued Benefit pursuant to Article IV.
II.23	"Required Funding Amount" shall mean the sum of the aggregate 
present value of all vested Accrued Benefits, and (ii) the present 
value of all estimated fees and expenses of the Trust, each as 
determined by the Independent Actuary at the times and in the manner 
described in the Trust, using actuarial assumptions set forth under 
Section 1.2 of the Pension Plan.
II.24	"Retirement Date" shall have the same meaning as set forth in 
Article I of the Pension Plan.
II.25	"Spouse" shall mean the person legally married to the 
Participant as of his or her Annuity Starting Date.
II.26	"Surviving Spouse" shall mean the person legally married to the 
Participant at his date of death.
II.27	Termination for Cause shall mean termination on account of 
dishonesty or any act or conduct on the part of the Participant which 
is materially injurious to the business or reputation of any member 
of the Affiliated Group.
II.28	"Trust" shall mean the Chock full o'Nuts Corporation Executive 
Supplemental Retirement Plan Trust.
II.29	"Trustee" shall mean the trustee appointed under the Chock full 
o'Nuts Corporation Executive Supplemental Retirement Plan (Springing) 
Trust.
	Article III
	PLAN PARTICIPATION

III.1	Eligibility to Participate in the Plan.  Those employees of the 
Company that are designated by the Board of Directors or the 
Compensation Committee of the Board of Directors shall be eligible to 
participate in the Plan.  A list of such Participants may, from time 
to time, be attached hereto as Appendix 1.
III.2	Participation.  A Participant shall remain a Participant so 
long as he is vested in any Accrued Benefits under the Plan.
	Article IV
	BENEFITS
IV.1	Retirement Benefits.  
	(a)	Except as otherwise provided herein, a Participant's 
vested Accrued Benefit shall be determined as of his Normal 
Retirement Date and paid commencing as of such date, provided that he 
has separated from service from the Affiliated Group ("Normal 
Retirement Benefit").  
	(b)	A Participant who separates from service from the 
Affiliated Group prior to his Normal Retirement Date may, in 
accordance with Section 4.5, elect to commence payment of his vested 
Accrued Benefit as of an Early Retirement Date.  In such event his 
benefit shall be equal to his vested Accrued Benefit (after any 
applicable reduction under Section 2.1(c) of the Plan) determined as 
of the Participant's Early Retirement Date and commencing as of such 
date ("Early Retirement Benefit"). 
	(c)	A Participant who separates from service from the 
Affiliated Group after his Normal Retirement Date may, in accordance 
with Section 4.5, elect to commence payment of his vested Accrued 
Benefit as of a Late Retirement Date.  In such event his benefit 
shall be equal to his vested Accrued Benefit determined as of his 
Late Retirement Date (taking into account his service performed and 
Compensation earned after his Normal Retirement Date) and commencing 
as of such date ("Late Retirement Benefit").
IV.2	Deferred Vested Benefit.  A Participant who separates from 
service from the Affiliated Group before he is eligible to receive 
payment of an Accrued Benefit but after he meets the vesting 
requirements of Article V shall be entitled to a deferred monthly 
retirement benefit.  The Participant's benefit shall be equal to his 
vested Accrued Benefit calculated as of his date of separation from 
service, and subject to Section 4.5, commence on the first date on 
which he would be eligible to receive a Normal Retirement Benefit.
IV.3	Form of Retirement or Deferred Vested Benefit.  (a)  At the 
election of the Participant, the vested Accrued Benefit under 
Sections 4.1 and 4.2 of this Plan may be paid in the form of a Life 
Annuity or a Joint and 50% Survivor Annuity.  Such election shall be 
made on a form provided by the Company within thirty (30) days after 
the date on which the Participant commences participation in the 
Plan.  A Participant may change such election by filing an 
appropriate form issued by the Company, provided that any such change 
in election shall not be effective unless made before the year in 
which the Participant separates from service from the Affiliated 
Group.  Benefits under each form shall be paid in monthly 
installments.  Benefits under this section other than in the form of 
a Life Annuity shall be the Actuarial Equivalent of a Life Annuity.
	(b)  Notwithstanding subsection (a) above, a Participant who 
separates from service or retires with a vested Accrued Benefit shall 
be paid the Actuarial Equivalent of such benefit in a single sum if 
such Actuarial Equivalent does not exceed five thousand dollars 
($5,000).  If the Participant subsequently resumes participation in 
the Plan, such Participant's benefit at his later date of separation 
from service shall be reduced by the amount of the Accrued Benefit 
that was previously paid to him.
IV.4	Death Benefit.  If the Participant's death occurs before the 
Annuity Starting Date and the Participant elected a form of benefit 
other than a Life Annuity, a monthly benefit shall be payable to the 
Surviving Spouse for the remainder of his or her life as follows.
	(a)	Subject to paragraph (c) below, if a vested Participant 
dies prior to an Early Retirement Date or Normal Retirement Date, his 
Surviving Spouse shall receive a survivor annuity for life equal to 
the annuity which would have been payable to such Surviving Spouse if 
such Participant had:
		(1)	separated from service from the Affiliated Group on 
the date prior to the date of his date of death (or actual date of 
separation from service, if earlier);
		(2)	survived to the date he would have first become 
eligible to commence receipt of a vested Accrued Benefit under the 
Plan;
		(3)	retired on such date with a Joint and 50% Survivor 
Annuity; and 
		(4)	died on the next day.
	(b)	Subject to paragraph (c) below, if a vested Participant 
dies after his Early Retirement Date or Normal Retirement Date, the 
Surviving Spouse shall receive a survivor annuity for life equal to 
the annuity that would have been payable to such Surviving Spouse if 
the Participant had retired on the date preceding his death with his 
vested Accrued Benefit payable in the form of a Joint and 50% 
Survivor Annuity.
	(c)	A Surviving Spouse may, with the consent of the 
Administrative Committee, defer the commencement of a death benefit 
but not later than the first day of the month following the 
Participant's Normal Retirement Date (had he lived).
IV.5	Time of Payment.  
	(a)	Unless a Participant elects otherwise, and subject to 
Section 4.6, payment of the vested Accrued Benefit of a Participant 
under Sections 4.1 and 4.2 of the Plan shall commence as of the 
Participant's Normal Retirement Date, provided that he has separated 
from service from the Affiliated Group.  A Participant may, within 
thirty (30) days after the date on which he commences participation 
in the Plan, elect on a form provided by the Company to commence 
payment of his vested Accrued Benefit as of an Early Retirement Date 
or Late Retirement Date.  A Participant may change such election by 
filing an appropriate form issued by the Company, provided that any 
such change shall not be effective unless made before the year in 
which the Participant separates from service from the Affiliated 
Group.
	(b)	Payment of a Participant's vested Accrued Benefit under 
Section 4.4(a) of this Plan shall commence on the first day of the 
month following the first date on which the Participant would have 
been eligible to commence receipt of benefit payments under the Plan 
had he lived.  Payment of a Participant's vested Accrued Benefit 
under Section 4.4(b) of this Plan shall commence on the first day of 
the month following the Participant's death.  
IV.6	Suspension of Benefits.
	(a)	The payment of a vested Accrued Benefit will be suspended 
for each calendar month or four-or-five week payroll ending in a 
calendar month following the Annuity Starting Date during which a 
Participant receives payment for the performance of an Hour of 
Service with the Company or any member of the Affiliated Group on 
each of eight (8) or more days (or separate work shifts).  A 
Participant's vested Accrued Benefit which commences later than his 
Normal Retirement Date will be computed without regard to amounts 
which are suspended under the preceding sentence.
	(b)	Benefits suspended in accordance with this Section shall 
resume no later than the first day of the third calendar month 
following the calendar month when the Participant again fails to 
receive payment for the performance of an Hour of Service with the 
Company or any member of the Affiliated Group on each of eight (8) or 
more days (or separate work shifts).  The initial payment upon 
resumption shall include the payment scheduled to occur in the 
calendar month when payments resume and any amounts withheld during 
the period between the cessation of employment and the resumption of 
payments, less any amounts which are subject to offset.
	(c)	The Administrative Committee may, in its discretion, 
establish procedures for the resumption of benefits and the 
offsetting of benefit overpayments, if any.
IV.7	Claims of Creditors.  It is the intent that benefits under the 
Plan are and shall remain at all times subject to the claims of the 
general creditors of the Company.
	Article V
	VESTING
V.1	Vesting.  A Participant shall be 100% vested in his Accrued 
Benefit after completion of five years of Vesting Service, upon 
attainment of Normal Retirement Age or death; provided, however, that 
if a Participant's employment with a member of the Affiliated Group 
is Terminated for Cause prior to Retirement the Participant's Accrued 
Benefit whether vested or not shall be forfeited.




	Article VI
	CHANGE IN CONTROL
VI.1	Change in Control.  	
	(a)	Not later than ten (10) days after the occurrence of a 
Change in Control, the Company shall make a contribution to the Trust 
equal to the amount by which the Required Funding Amount exceeds the 
fair market value of the assets of the Trust, if any, on the date of 
such Change in Control.  Such contribution shall be in cash, in 
marketable securities, or in a combination thereof acceptable to the 
Trustee.  Upon receipt of such amount from the Company, the Trust 
shall make any and all payments required hereunder, which payments 
shall discharge the Company's obligations hereunder.  
	(b)	In the event and at the time(s) following a Change in 
Control that the Company receives notification from the Trustee 
indicating that the then Required Funding Amount exceeds the fair 
market value of the assets of the Trust, the Company shall, not later 
than thirty (30) days following receipt of such notice, make an 
additional contribution(s) to the Trust equal to such excess amount. 
 Such additional contribution(s) shall be in cash, in marketable 
securities, or in a combination thereof acceptable to the Trustee.
	(c) 	The Company may at any time (whether prior to or after a 
Change in Control) make other transfers of cash or marketable 
securities acceptable to the Trustee to the Trust to augment the 
principal to be held, administered and disposed of by the Trustee.  
	Article VII
	PLAN ADMINISTRATION
VII.1	Administration of the Plan.  The Plan shall be administered by 
an Administrative Committee, which shall be appointed by the Board of 
Directors, subject, however, to any action taken by the Board of 
Directors in respect to the Plan.  The Administrative Committee shall 
be responsible for the administration of the Plan and shall have all 
of the powers and duties set forth in the Pension Plan including, 
without limitation, the discretionary power to determine eligibility 
for participation in the Plan and to construe the terms of the Plan. 
 The Administrative Committee shall file with the Department of Labor 
and distribute to the Participants any reports and other information 
required by applicable law and shall be entitled to rely conclusively 
upon all tables, valuations, certificates, opinions and reports 
furnished by any actuary, accountant, controller, counsel or other 
person employed or engaged by it with respect to the Plan.  The 
Administrative Committee shall cause the Independent Actuary to 
perform an actuarial valuation of the Plan at least annually in 
accordance with generally accepted actuarial principles.



	Article VIII
	AMENDMENT AND TERMINATION
VIII.1	Amendment and Termination of the Plan.  The Board of 
Directors may amend or terminate the Plan at any time.  No such 
amendment or termination shall deprive any Participant or Surviving 
Spouse of any portion of any vested Accrued Benefit which would be 
payable if the Participant separated from service from the Affiliated 
Group for any reason (other than Termination for Cause), including 
death.
	Article IX
	GENERAL PROVISIONS
IX.1	Funding.  Benefits payable under this Plan to a Participant 
shall, upon his separation from service from all members of the 
Affiliated Group, be paid directly from the general assets of the 
Company.  Subject to Section 6.1, the Company shall not be obligated 
to set aside, earmark or escrow any funds or other assets to satisfy 
its obligations under this Plan, and the Participant and his 
Surviving Spouse shall not have any property interest in any specific 
assets of the Company other than the unsecured right to receive 
payments from the Company as provided herein.
IX.2	Nonalienation of Benefits under this Plan.  Except for claims 
of indebtedness owing to the Company, the interests of Participants 
and their Surviving Spouses are not subject to claims, indebtedness, 
attachment, execution, garnishment, or other legal or equitable 
process and such interests may not be voluntarily or involuntarily 
sold, transferred or assigned.  Any attempt by a Participant or his 
Surviving Spouse or any other person to sell, transfer, alienate, 
assign, pledge, anticipate, encumber, charge, or otherwise dispose of 
any right to benefits payable hereunder shall be void.
IX.3	Plan not a Contract of Employment.  This Plan shall not be 
deemed to constitute a contract between the Company and any 
Participant or to be a consideration or an inducement for the 
employment of any Participant or employee of the Company.  Nothing 
contained in this Plan shall be deemed to give any Participant or 
employee the right to be retained in the service of the Company or to 
interfere with the right of the Company to discharge any Participant 
or employee at any time regardless of the effect which such discharge 
shall have upon such individual as a Participant in the Plan.
IX.4	Required Notification to Administrative Committee.  Each 
Participant entitled to benefits hereunder shall file with the 
Administrative Committee from time to time in writing his post office 
address and each change of post office address, and any check 
representing payment hereunder and any communication addressed to a 
Participant or a former active Participant hereunder at his last 
address filed with the Administrative Committee, or if no such 
address has been filed, then at his last address as indicated on the 
records of the Company shall be binding on such person for all 
purposes of the Plan, and neither the Administrative Committee nor 
other payor shall be obliged to search for or ascertain the location 
of any such person.  If the Administrative Committee for any reason 
is in doubt as to the address of any Participant or former active 
Participant entitled to benefits hereunder or as to whether benefit 
payments are being received by the person entitled thereto, it shall, 
by registered mail addressed to the person concerned at his address 
last known to the Administrative Committee, notify such person that 
all unmailed and future retirement income payments shall be 
henceforth withheld until he provides the Administrative Committee 
with evidence of his continued life and his proper mailing address.
IX.5	Successors. The provisions of this Plan shall be binding upon 
the Company, each Participating Employer, and their successors and 
assigns and upon each Participant and his heirs, spouses, estates, 
and legal representatives.
IX.6	Facility of Payment.  Whenever and as often as any person 
entitled to payments hereunder shall be under a legal disability, or 
in the sole judgment of the Administrative Committee shall otherwise 
be unable to apply such payments to his own best interest and 
advantage, the Administrative Committee, in the exercise of its 
discretion, may direct all or any portion of such payments to be made 
in any one or more of the following ways:
	(a)	directly to such person;
	(b)	to his legal curator, guardian, or conservator, or other 
court-appointed or court-recognized representatives; or
	(c)	to his Surviving Spouse, to another member of his family, 
or to any other person, to be expended for his benefit.
IX.7	Required Information to Administrative Committee.  Each 
Participant will furnish the Administrative Committee such 
information as the Administrative Committee considers necessary or 
desirable for purposes of administering the Plan, and the provisions 
of the Plan respecting any payments thereunder are conditional upon 
the Participant's furnishing promptly such true, full and complete 
information as the Administrative Committee may request.  Each 
Participant shall submit proof of his age to the Administrative 
Committee at such time as required by the Administrative Committee.  
The Administrative Committee will, if such proof of age is not 
submitted as required, use as conclusive evidence thereof such 
information as is deemed by it to be reliable, regardless of the lack 
of proof, or the misstatement of the age of persons entitled to 
benefits hereunder, by the Participant or otherwise, in such manner 
as the Administrative Committee deems equitable.  Any notice or 
information which, according to the terms of the Plan or the rules of 
the Administrative Committee, must be filed with the Administrative 
Committee, shall be deemed so filed if addressed and either delivered 
in person or mailed to and received by the Administrative Committee, 
in care of the Company at:
				Chock full o'Nuts Corporation
				370 Lexington Avenue
				New York, New York  10017

IX.8	Claims Procedure.  In the event that any claim for benefits, 
which must initially be submitted in writing to the Administrative 
Committee, is denied (in whole or in part) hereunder, the claimant 
shall receive from the Company notice in writing, written in a manner 
calculated to be understood by the claimant, setting forth the 
specific reasons for denial, with specific reference to pertinent 
provisions of this Plan.  Such notice shall be provided within ninety 
(90) days of the Participant's claim for benefits.  Any disagreements 
about such interpretations and construction may be appealed to the 
Administrative Committee within sixty (60) days after receipt of a 
benefit determination.  The Administrative Committee shall respond to 
such appeal within sixty (60) days with a notice in writing fully 
disclosing its decision and the reasons therefor.  
IX.9	Indemnification.  The Company shall indemnify each member of 
the Administrative Committee and its delegates under the Plan against 
any and all claims, losses, damages, expenses (including reasonable 
attorney's fees) and liabilities for anything done or omitted to be 
done in connection with the Plan except when the same is due to the 
willful misconduct of such person.
IX.10	Controlling State Law.  To the extent not superseded by the 
laws of the United States, the Plan will be construed and enforced 
according to the laws of the State of New York.
IX.11	Severability.  In case any provision of this Plan shall be held 
illegal or invalid for any reason, such illegality or invalidity 
shall not affect the remaining provisions of the Plan, and the Plan 
shall be construed and enforced as if such illegal and invalid 
provisions had never been set forth.
IX.12	Adoption of Plan.  Any member of the Affiliated Group may, by 
action of its board of directors, adopt this Plan for its eligible 
employees, provided that the Board of Directors approves such 
adoption.  The administrative powers and control
	of the Company as provided in the Plan shall not be deemed 
diminished under the Plan by reason of the participation of members 
of the Affiliated Group in the Plan.

	IN WITNESS WHEREOF, the Company has adopted this instrument on 
this ____ day of February, 1998, as of the effective date set forth 
above.

ATTEST (SEAL):	CHOCK FULL O'NUTS CORPORATION



_______________________	By:_______________________






CHOCK FULL O'NUTS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Appendix I

List of Participants


BAER, PETER
CULLEN, MARTIN
DONNELL, TOM G.
FAZZARI, ANTHONY
GOLDBERG, MATTHEW
GOLDMAN, MICHAEL E.
HAAS, MARVIN
KASSAR, RICHARD A.
LAPIN, KENNETH A.
LEITNER, HOWARD M.
WEISE, STEPHEN
 
 
(..continued)

 
 



	- 1 -

R&O-363138.2



	- ii -



	- 11 -


















CHOCK FULL O'NUTS CORPORATION

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN 

(SPRINGING) TRUST



	TABLE OF CONTENTS

	Page No.


1.	Definitions	  1

2.	Trust Fund	  4

3.	Payments to Covered Persons	  5

4.	Insolvency	  8

5.	Payments to the Company	  9

6.	Trustee	  9

7.	Investments	 12

8.	Amendment or Termination	 18

9.	General Provisions	 19


	CHOCK FULL O'NUTS CORPORATION
	SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
	(SPRINGING) TRUST



	AGREEMENT AND DECLARATION OF TRUST ("Trust Agreement") dated as 
of September 14, 1998 by and between Chock full o'Nuts Corporation, a 
Delaware corporation ("Company") and IBJ Schroder Bank & Trust Company 
("Trustee").

	W I T N E S S E T H :

	WHEREAS, the Company heretofore established the Chock full o'Nuts 
Corporation Supplemental Executive Retirement Plan (the "Plan"), for 
the purpose of providing certain executives of the Company Supplemental 
Pension Benefits; and
	WHEREAS, the Company's obligations under the Plan are not funded 
or otherwise secured and the Company desires to assure that payment 
under the Plan will not be withheld in the event that a Change in 
Control of the Company occurs; and
	WHEREAS, in the event of a Change in Control, the Company desires 
to deposit with the Trustee, subject only to the claims of the 
Company's creditors, amounts to be used to pay Covered Benefits under 
the Plan;
	NOW, THEREFORE, in consideration of the mutual covenants 
contained herein, the parties hereto agree as follows:
Section 1.	Definitions.

	(a)	"Board of Directors" means the board of directors of the 
Company.

	(b)	"Change in Control" means any one of the following events:

		(1)  the individuals who, as of December 31, 1997, 
constitute the Board of Directors of the Company (the "Incumbent 
Board"), cease for any reason to constitute at least a majority of the 
Board; provided, however, that any individual becoming a director 
subsequent to December 31, 1997 whose election, or nomination for 
election by the Company's stockholders, was approved by a vote of at 
least two-thirds of the directors then comprising the Incumbent Board 
shall be considered as though such an individual were a member of the 
Incumbent Board;

		(2)  any individual, entity, or group (within the meaning 
of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, 
as amended), acquires (directly or indirectly) the beneficial ownership 
(within the meaning of Rule 13d-3 promulgated under such Act) of more 
than twenty (20) percent of the combined voting power of the then 
outstanding voting securities of the Company entitled to vote generally 
in the election of directors ("Voting Power");

		(3)  any share of common stock or any other voting 
securities of the Company shall be purchased pursuant to a tender or 
exchange offer (other than a tender or exchange offer made by the 
Company); or

		(4)  the Company's stockholders shall approve a merger or 
consolidation, sale or disposition of all or substantially all of the 
Company's assets or a plan of liquidation or dissolution of the 
Company, other than (A) a merger of consolidation in which the voting 
securities of the Company outstanding immediately prior thereto will 
become (by operation of law), or are to be converted into, voting 
securities of the surviving corporation or its parent corporation 
immediately after such merger or consolidation that are owned by the 
same person or entity or persons or entities as immediately prior 
thereto and possess at least seventy-five (75) percent of the Voting 
Power held by the voting securities of the surviving corporation or its 
parent corporation, (B) a merger or consolidation effected to implement 
a recapitalization of the Company (or similar transaction) in which no 
person acquires more than fifty (50) percent of the Voting Power, or 
(C) a merger of consolidation in which the Company is the surviving 
corporation and such transaction was determined not to be the Change in 
Control, which transaction and determination was approved by a majority 
of the Board in actions taken prior to, and with respect to, such 
transaction.

	(c)	"Code" means the Internal Revenue Code of 1986, as 
amended.
	
	(d)	"Covered Benefit(s)" means all or part of the benefit 
provided under the terms of the Plan payable to or in respect of a 
Covered Person who had accrued a benefit under the Plan before the 
date of the Change in Control. 



	(e)	"Covered Person" means:

		(1) any person initially designated as a Covered Person as 
listed in Exhibit A who is either in the employ of the Company as of 
the date of the Change in Control or who has retired from the Company 
prior to, but is in receipt of or entitled to benefit payments under 
the Plan as of, the date of the Change in Control; and 

		(2) any executive employed by the Company as of the date 
of the Change in Control who prior thereto was designated by the Board 
of Directors or the Compensation Committee of the Board of Directors 
for participation in the Plan and Trust; and

		(3) in the case of a deceased Covered Person, that 
Person's Surviving Spouse, when the context so requires.

	(f)	"ERISA" means the Employee Retirement Income Security Act 
of 1974, as amended.

	(g)	"Independent Actuary" means the actuarial consultant 
appointed by the Trustee in accordance with Section 6(d) hereof to 
recalculate the Required Funding Amount.

	(h)	"Insolvent" or "Insolvency" means any of the following 
events:

		(1)  The Company is unable to pay its debts as they become 
due; or

		(2)  The Company shall make an assignment for the benefit 
of creditors, file as debtor a petition in bankruptcy, petition or 
apply to any tribunal for the appointment of a custodian, receiver, 
liquidator, sequestrator, or any trustee for it or a substantial part 
of its assets, or shall commence as debtor any case under any 
bankruptcy, reorganization, arrangement, readjustment of debt, 
dissolution, or liquidation law or statute of any jurisdiction 
(federal or state), whether now or hereafter in effect; or any other 
person or entity shall file such a petition or application, or shall 
commence such a case against the Company, unless and until such 
petition, application or case is withdrawn or dismissed; or the 
Company, by any act or omission, shall indicate its consent to, 
approval of or acquiescence in any such petition, application or case 
or order for relief or to the appointment of a custodian, receiver or 
any trustee for it or any substantial part of any of its property, or 
shall suffer any such custodianship, receivership, or trusteeship to 
continue undischarged.

	(i)	"Investment Guidelines" means the Investment Guidelines in 
effect pursuant to Section 7.	

	(j)	"Payment Schedule" means, collectively, for the Covered 
Persons a schedule of benefits (substantially in the form annexed 
hereto as Exhibit B) payable from the Trust Fund to such Covered 
Person as may be provided to the Trustee by the Company in accordance 
with Section 3(f) of this Trust Agreement.

	(k)	"Reliable Source" means a report filed with the Securities 
and Exchange Commission or a public statement issued by the Company, 
or a periodical of general circulation, including, but not limited to 
The New York Times or The Wall Street Journal.

	(l)	"Required Funding Amount" means, prior to the occurrence 
of the Change in Control, the aggregate present value of all Covered 
Benefits which are included in Exhibit A as may be updated or modified 
from time to time by the Company and furnished to the Trustee in 
writing.  After the occurrence of the Change in Control, the term 
"Required Funding Amount" means the sum of (i) the aggregate present 
value of all Covered Benefits, and (ii) the present value of all 
estimated fees and expenses of the Trust, each as determined by the 
Independent Actuary at the times and in the manner described in 
Section 6(d).

	(m)	"Surviving Spouse" shall mean the person to whom a Covered 
Person is legally married at his date of death.

	(n)	"Termination Affidavit" means an affidavit of a Covered 
Person in the form annexed hereto as Exhibit C.

	(o)	"Trust" or "Trust Fund" means the trust fund held from 
time to time by the Trustee hereunder consisting of all contributions 
received by the Trustee together with the investments and 
reinvestments made therewith and all net profits and earnings thereon 
less all payments and charges therefrom.

Section 2.  Trust Fund.

	(a)	Subject to the claims of creditors as hereinafter set 
forth, the Company hereby deposits with the Trustee in trust One 
Hundred Dollars ($100) which shall become the principal of the Trust 
to be held, administered and disposed of by the Trustee as provided in 
this Trust Agreement.

	(b)	The Company, through its Chief Financial Officer, shall 
notify the Trustee promptly in writing of the occurrence of the Change 
in Control.

	(c)	Not later than ten (10) days after the occurrence of the 
Change in Control, the Company shall make a contribution to the Trust 
equal to the amount by which the initial Required Funding Amount, as 
set forth in Exhibit A, exceeds the fair market value of the assets of 
the Trust, if any, on the date of such Change in Control, as contained 
in the notification provided to the Company by the Trustee in 
accordance with Section 6(d).  Not later than thirty (30) days after 
the occurrence of the Change in Control, the Company shall make an 
additional contribution to the Trust equal to the difference between 
the Required Funding Amount that has been recalculated by the 
Independent Actuary in accordance with Section 6(d) and the initial 
Required Funding Amount upon which the Company's first required 
contribution under this Section 2(c) was based.  All contributions 
required to be made by the Company shall be in cash, marketable 
securities, or a combination thereof acceptable to the Trustee.

	(d)	In the event and at the time(s) following the Change in 
Control that the Company receives a notification from the Trustee in 
accordance with Section 6(d) and Section 7(k) indicating that the then 
Required Funding Amount exceeds the fair market value of the assets of 
the Trust, the Company shall, not later than thirty (30) days 
following receipt of such notice, make an additional contribution(s) 
to the Trust equal to such excess amount.  Such additional 
contribution(s) shall be in cash, marketable securities, or a 
combination thereof acceptable to the Trustee.

	(e)	The Company may at any time (whether prior to or after the 
Change in Control) make other transfers of cash or marketable 
securities acceptable to the Trustee to the Trust to augment the 
principal to be held, administered and disposed of by the Trustee as 
provided in this Trust Agreement.

	(f)	The Trust shall be an irrevocable trust.

	(g)	The Trust is intended to be a grantor trust under section 
671 of the Code, and shall be construed accordingly.

	(h)	The principal of the Trust, and any earnings thereon, 
shall be held separate and apart from other funds of the Company and 
shall be used exclusively for the uses and purposes herein set forth. 
 Neither the Plan nor any Covered Person shall have any preferred 
claim on, or any beneficial ownership interest in, any assets of the 
Trust prior to the time such assets are paid to the Covered Person.

Section 3.	Payments to Covered Persons.

	(a)	Upon receiving notification from the Company that the 
Change in Control has occurred, the Trustee shall make payments of 
Covered Benefits if and to the extent that assets are available in the 
Trust for distribution, provided that at all times the Company is not 
Insolvent.  The Trustee shall pay Covered Benefits to the Covered 
Persons in the following order:

		(1)  First, the Trustee shall make payments of Covered 
Benefits to Covered Persons who are in pay status under the Plan as of 
the date of the Change in Control in the chronological order in which 
such Covered Persons are entitled to a payment of Covered Benefits 
thereunder (i.e., based on the date on which payments commenced under 
the Plan, with the earliest commencement date having the first 
priority); and

		(2)  Second, the Trustee shall reserve sufficient assets 
to pay all Covered Benefits not then in pay status under the Plan.

	(b)	Prior to receiving notification from the Company that the 
Change in Control has occurred, solely out of the Trust Fund and with 
no obligation otherwise to make any payment, the Trustee shall make 
such payments as shall be directed by the Chief Financial Officer of 
the Company in writing.  The Trustee may rely and shall be fully 
protected in relying on such directions.

	(c)	In the event of a Covered Person's termination of 
employment with the Company and the Affiliated Group (as such term is 
defined under the Plan) for any reason including death on or after the 
occurrence of the Change in Control, such Covered Person or his 
Surviving Spouse, as the case may be, shall provide the Trustee with a 
Termination Affidavit.  If a Covered Person dies on or after the 
occurrence of the Change in Control, the Termination Affidavit shall 
be provided by the Surviving Spouse who shall also supply the Trustee 
with a certified copy of the death certificate of the Covered Person, 
an inheritance tax waiver and such other documents as the Trustee may 
require (including, without limitation, certified copies of letters 
testamentary).  Promptly upon receipt thereof the Trustee shall mail a 
copy of the Termination Affidavit to the Company.  After the Covered 
Benefits are sufficiently funded in accordance with the priorities set 
forth in Section 3(a), the Trustee, solely out of the Trust Fund and 
with no obligation otherwise to make any payment, shall, as soon as 
administratively practicable and in conformity with the instructions 
set forth in the Payment Schedule, make payments to a Covered Person 
at the times and in the manner set forth in the Payment Schedule last 
received by the Trustee with respect to such Covered Person and 
consistent with the information set forth in the Termination 
Affidavit.  The Trustee may rely on and shall be fully protected in 
relying on the contents of a Termination Affidavit and all 
documentation and other information provided to it by the Company for 
all purposes under this Trust Agreement as if the Plan were deemed 
funded and the Company was a "named fiduciary" as such term is defined 
in ERISA.

	(d)	After the Covered Benefits are sufficiently funded in 
accordance with the priorities set forth in Section 3(a), the Trustee 
shall make payments to Covered Persons  in the order in which the 
Termination Affidavits for these Covered Persons are received by the 
Trustee.  In the event that the Trustee receives more than one 
Termination Affidavit on the same day and the Trust Fund does not 
contain assets sufficient to make all of the payments otherwise 
required as a result of the receipt of such Termination Affidavits, 
the Trustee, after the payment of all of its unpaid compensation and 
expenses, shall distribute the balance of the Trust Fund to Covered 
Persons who have submitted such Termination Affidavits on a pro-rata 
basis.

	(e)	The Trustee shall not make any payments to Covered Persons 
from the Trust Fund except as provided in Section 3 even though it may 
be informed by another source that payments are due under the Plan.  
The Trustee shall have no duty to determine the propriety or amount of 
such payments or the rights of any person in the Trust Fund.

	(f)	Upon the execution of this Trust Agreement, the Company 
shall deliver to the Trustee a list of current Covered Persons and the 
corresponding present value of their accrued benefits under the Plan, 
substantially in the form of Exhibit A and any initial Payment 
Schedules substantially in the form of Exhibit B.  The Company may, 
from time to time, add additional Covered Persons to the list included 
in Exhibit A and/or additional Payment Schedules to the Trust 
Agreement and may, from time to time, amend the present value amounts 
set forth in Exhibit A and/or the Payment Schedules then in effect or 
substitute new Payment Schedules without the written consent of the 
Covered Person or Covered Persons to whom such Payment Schedules 
relate; provided, however, that following the Change in Control, only 
the Independent Actuary may amend or otherwise revise any present 
value amount set forth in Exhibit A and the Company shall not have the 
power to add or substitute Payment Schedules nor may the Company amend 
a Payment Schedule without the written consent of the Covered Person 
to whom such Payment Schedule relates.  The Trustee may rely on and 
shall be fully protected in relying on the contents of Exhibit A or of 
a Payment Schedule for all purposes under this Trust Agreement without 
inquiry until it receives an amendment thereto or a new Payment 
Schedule in substitution thereof to the extent permitted hereunder.

	(g)	At the time that the Company first submits a Payment 
Schedule with respect to a Covered Person, it shall provide the 
identity of the spouse to whom such Covered Person is then legally 
married.  The Trustee is entitled to treat the spouse named in a 
Payment Schedule in its possession as of the date of a Covered 
Person's death as the Covered Person's Surviving Spouse, unless prior 
thereto it is actually in receipt of a revised Payment Schedule from 
the Company identifying a different person as the Covered Person's 
spouse.

	(h)	The Trustee shall notify the Company as to the identity of 
Covered Persons who have received payment from the Trust and the 
amount of such payments.

	(i)	If the Trust assets are not sufficient to make payment of 
Covered Benefits due under the Plan (after application of the ordering 
rules set forth above), the Company shall make each such payment (or 
the balance of each such payment) as it falls due.

	(j)	The Company shall determine or cause to be determined the 
amount required to be withheld under federal, state and local wage 
withholding requirements or otherwise, and shall direct the Trustee to 
withhold such amount and to pay or cause to be paid to the appropriate 
governmental authority the amounts so withheld.  The Trustee may rely 
on instructions from the Company as to any required withholding and 
shall be fully protected in relying upon such instructions.

	(k)	Except as otherwise provided herein, in the event of any 
final determination by the Internal Revenue Service or a court of 
competent jurisdiction, which determination is not appealable or the 
time for appeal or protest of which has expired, or the receipt by the 
Trustee of a substantially unqualified opinion of tax counsel selected 
by the Trustee, which determination determines, or which opinion 
opines, that the Covered Persons or any particular Covered Person, is 
subject to federal income taxation on amounts held in Trust hereunder 
prior to the distribution to the Covered Persons or Covered Person of 
such amounts, the Trustee shall, on receipt by the Trustee of such 
opinion, court order or assessment which forms the basis of such 
determination, pay to each Covered Person the portion of the Trust 
includible in such Covered Person's federal gross income.

Section 4.  Insolvency.

	(a)	It is the intent of the parties hereto that the Trust is 
and shall remain at all times subject to the claims of the general 
creditors of the Company.  Accordingly, the Company shall not create a 
security interest in the Trust in favor of the Covered Persons or any 
creditor.  If the Trustee receives the notice provided for in Section 
4(b), or the Trustee is served with any order, process or paper from 
which it appears that an allegation to the effect that the Company is 
Insolvent has been made in a judicial proceeding or the Trustee has 
actual knowledge of a current report or statement from a nationally 
recognized credit reporting agency or from a Reliable Source to the 
effect that the Company is Insolvent, the Trustee shall hold the Trust 
Fund for the benefit of the Company's creditors, and shall resume 
payment of Covered Benefits under this Trust Agreement in accordance 
with Section 3 hereof only upon receipt of an order of a court of 
competent jurisdiction authorizing such payment or if the Trustee has 
actual knowledge of a current report or statement from a nationally 
recognized credit reporting agency or a Reliable Source to the effect 
that the Company is not Insolvent; provided, however, that in the 
event that payment of Covered Benefits was discontinued by reason of a 
court order or injunction, the Trustee shall resume payment of Covered 
Benefits only upon receipt of an order of a court of competent 
jurisdiction authorizing such payment.  The Trustee shall have an 
affirmative duty to monitor the Company's solvency status after the 
payment of Covered Benefits has been suspended due to the Company's 
Insolvency.  The Trustee shall resume distribution of Trust assets to 
the Covered Persons under the terms hereof, upon no less than ten (10) 
days' advance notice to the Company, if it determines that the Company 
was not, or is no longer, Insolvent.

	(b)	The Company, through its Chief Financial officer, shall 
advise the Trustee promptly in writing of the Company's Insolvency.

	(c)	If the Trustee discontinues payment of Covered Benefits 
pursuant to Section 4(a) and subsequently resumes such payment, the 
first payment to a Covered Person following such discontinuance shall 
include an aggregate amount equal to the difference between the 
payments which would have been made to such Covered Person under this 
Trust Agreement but for Section 4(a) and the aggregate payments 
actually made to such Covered Person by the Company (as certified to 
the Trustee by the Covered Person in writing) during any such period 
of discontinuance, plus interest on such amount at a rate equivalent 
to the net rate of return earned by the Trust Fund during the period 
of discontinuance.

	(d)	In the event that at any time any amount is paid from the 
Trust Fund to creditors of the Company, the Company, shall upon demand 
by the Trustee, and subject to an order of a court of competent 
jurisdiction, deposit into the Trust Fund a sum equal to the amount 
paid by the Trust Fund to such creditors.

	(e)	The Trustee shall not be liable to any person or entity in 
the event Covered Benefits are discontinued pursuant to Section 4(a).

Section 5.	Payments to the Company.

	(a)	In the event that the fair market value of the assets of 
the Trust exceeds one hundred and ten percent (110%) of the Required 
Funding Amount upon any recalculation of such amount required by this 
Trust Agreement, the Trustee shall promptly return any such excess to 
the Company, subject to the provisions of Section 4 in all events.

	(b)	Except as provided in Section 5(a), the Company shall have 
no right or power, either before or after the Change in Control, to 
direct the Trustee to return to the Company or to transfer to others 
any of the assets of the Trust before the payment of all benefits 
under the Plan to the Covered Persons.

Section 6.	Trustee.

	(a)	The duties and responsibilities of the Trustee shall be 
limited to those expressly set forth in this Trust Agreement, and no 
implied covenants or obligations shall be read into this Trust 
Agreement against the Trustee.

	(b)	After receiving notification from the Company that the 
Change in Control has occurred, the Trustee shall have the duty to 
enforce the provisions of this Trust Agreement, including, without 
limitation, the duty to commence an action against the Company to 
compel the performance of any of its funding obligations under the 
terms of this Trust Agreement in the event that the Trustee 
determines, in its discretion, that the Company's failure to perform 
constitutes a material breach of any such obligations.  Except as 
otherwise provided herein, in any action or proceeding affecting the 
Trust, the only necessary parties shall be the Company, the Trustee 
and the Covered Persons with respect to whom Covered Benefits are then 
held in the Trust and, except as otherwise required by applicable law, 
no other person shall be entitled to any notice or service of process. 
 Any judgment entered in such an action or proceeding shall, to the 
maximum extent permitted by applicable law, be binding and conclusive 
as to all persons having or claiming to have an interest in the Trust.

	(c)	If all or any part of the Trust is at any time attached, 
garnished, or levied upon by any court order, or in case the payment, 
assignment, transfer, conveyance or delivery of any such property 
shall be stayed or enjoined by any court order, or in case any order, 
judgment or decree shall be made or entered by a court affecting such 
property or any part thereof, then and in any of such events the 
Trustee is authorized, in its sole discretion, to rely upon and comply 
with any such order, writ, judgment or decree, and it shall not be 
liable to the Company or any Covered Person by reason of such 
compliance even though such order, writ, judgment or decree 
subsequently may be reversed, modified, annulled, set aside or 
vacated.

	(d)	The Trustee shall, as soon as practicable following its 
receipt of notification from the Company that the Change in Control 
has occurred, appoint an Independent Actuary from the list of 
actuarial consultants set forth in Exhibit F for purposes of 
recalculating the Required Funding Amount as of the date of the Change 
in Control.  The Required Funding Amount shall be recalculated by the 
Independent Actuary on the basis of the information furnished to it by 
the Company in accordance with Section 9(f), within fifteen (15) days 
of receipt thereof, and in consultation with the Trustee, using 
reasonable actuarial assumptions set forth in the Plan.  The Trustee 
shall notify the Company of the recalculated Required Funding Amount 
as of the date of the Change in Control as soon as practicable 
following certification of such amount by the Independent Actuary.  
The Trustee shall also, as soon as practicable following its receipt 
of notification from the Company that the Change in Control has 
occurred, but in no event later than five (5) days thereafter, 
determine the current fair market value of the Trust assets in 
accordance with the provisions of Section 7(k) as of the date of such 
Change in Control and shall promptly notify the Company of such value. 
 The Trustee shall thereafter direct the Independent Actuary to 
recalculate the Required Funding Amount as of the last day of the 
calendar year in which the Change in Control occurred, provided such 
date is more than six (6) months after the date of such Change in 
Control, and the last day of each subsequent calendar year.  The 
Trustee shall promptly notify the Company of each recalculation of the 
Required Funding Amount as soon as practicable following certification 
of such amount by the Independent Actuary.  The Trustee may, in its 
sole discretion, remove the Independent Actuary at any time and 
appoint a successor thereto.

	(e)	The Trustee shall maintain such books, records and 
accounts as may be necessary for the proper administration of the 
Trust.  The Trustee shall render to the Company, within forty-five 
(45) days after each December 31 following the creation of this Trust 
until the termination of this Trust, an accounting with respect to the 
Trust as of each such December 31 (and as of the date of such 
termination).  Unless the Company shall have filed with the Trustee 
written exceptions or objections to any such account within one 
hundred eighty (180) days after receipt thereof, the Company shall be 
deemed to have approved such account, and in such case the Trustee 
shall be forever released and discharged with respect to all matters 
and things reported in such account as though it had been settled by a 
decree of a court of competent jurisdiction in an action or proceeding 
to which the Company was a party.

	(f)	The Trustee shall not be liable for any act taken or 
omitted to be taken hereunder if taken or omitted to be taken by it in 
good faith.  The Trustee shall also be fully protected in relying upon 
any notice given hereunder which it in good faith believes to be 
genuine, executed and delivered in accordance with this Trust.

	(g)	The Trustee may consult with legal counsel to be selected 
by it, and the Trustee shall not be liable for any action taken or 
suffered by it in accordance with the advice of such counsel.  The 
Trustee may hire agents, accountants, other actuaries and financial 
consultants.  The reasonable fees of the Independent Actuary, such 
counsel, agents, accountants, other actuaries, and financial 
consultants shall be deemed "expenses" under Section 6(h).

	(h)	The Trustee shall be reimbursed by the Company for its 
reasonable expenses incurred in connection with the performance of its 
duties hereunder and shall be paid reasonable fees for the performance 
of such duties as set forth on Exhibit D, as from time to time amended 
by the Company and the Trustee.

	(i)	Except where Trustee has been grossly negligent, 
imprudent, or has acted in a manner which is willfully or 
intentionally wrongful, the Company agrees to indemnify and hold 
harmless the Trustee from and against any and all damages, losses, 
claims or expenses (including expenses of investigation and fees and 
disbursements of counsel to the Trustee and any taxes imposed on the 
Trust or income of the Trust) arising out of or in connection with the 
performance by the Trustee of its duties under this Trust Agreement.  
Any amount payable to the Trustee under Section 6(h) or (i) and not 
previously paid by the Company shall be paid by the Company promptly 
upon demand therefor by the Trustee or, if the Trustee so chooses in 
its sole discretion, from the Trust.  In the event that payment is 
made hereunder to the Trustee from the Trust, the Trustee shall 
promptly notify the Company in writing of the amount of such payment. 
 The Company agrees that, within thirty (30) days of receipt of such 
notice, it will deliver to the Trustee to be held in the Trust an 
amount in cash, marketable securities or a combination thereof, equal 
to any payments made from the Trust to the Trustee pursuant to Section 
6(h) or (i).  The failure of the Company to transfer any such amount 
shall not in any way impair the Trustee's right to indemnification, 
reimbursement and payment pursuant to Section 6(h) or (i).

	(j)	The Trustee may resign and be discharged from its duties 
hereunder at any time by giving notice in writing of such resignation 
to the Company specifying a date (not less than ninety (90) days after 
the giving of such notice) when such resignation shall take effect.  
Promptly after such notice, the Company (or, if the Change in Control 
shall previously have occurred, the Company with the approval of at 
least seventy-five percent (75%) of the then Covered Persons (other 
than those individuals having the status of a Covered Person as a 
result of being a Surviving Spouse of a Covered Person who are not 
then receiving payments from the Trust) (hereinafter referred to as 
"Interested Parties")) shall appoint a successor trustee, such trustee 
to become Trustee hereunder upon the resignation date specified in 
such notice.  If the Company and such Interested Parties are unable to 
so agree upon a successor trustee within ninety (90) days after such 
notice, the Trustee shall be entitled, at the expense of the Company, 
to petition a United States District Court or any of the courts of the 
State of New York having jurisdiction to appoint its successor.  The 
Company (or, if a Change in Control shall previously have occurred, 
the Company with the approval of at least seventy-five percent (75%) 
of all persons who are Interested Parties or at least seventy-five 
percent (75%) of all persons who are Interested Parties acting 
independently of the Company and on their own behalf) may at any time 
remove the Trustee and substitute a new trustee by giving ninety (90) 
days notice thereof to the Trustee then acting.  The Trustee shall 
continue to serve until its successor accepts the trust and receives 
delivery of the Trust Fund.  In the event of such a resignation or 
removal, the Trustee shall duly file an accounting as described in 
Section 6(e) with the Company and, if applicable, the duly authorized 
representative(s) of the Interested Parties who have removed the 
Trustee without the participation of the Company, as the case may be, 
for the period since the last previous accounting of the Trust.  If 
written objections to such accounting are not filed by the Company as 
provided in Section 6(e), the Trustee shall, to the maximum extent 
permitted by applicable law, be forever released and discharged from 
all liability and accountability with respect to the propriety of its 
acts and transactions shown in such accounting.  For purposes of the 
preceding sentence, in the event that a requisite number of Interested 
Parties shall act to remove the Trustee without the participation of 
the Company, then the duly authorized representative(s) of such 
Interested Parties shall have the right to file written objections to 
the Trustee's accounting under Section 6(e), in lieu of the Company.

Section 7.	Investments.

	(a)	In exercising its powers under this Section 7, the Trustee 
shall invest and reinvest the Trust Fund in accordance with the 
Investment Guidelines issued by the Company which are appended hereto 
as Exhibit E.  The Company may, from time to time, prior to a Change 
in Control amend the Investment Guidelines then in effect or 
substitute new written Investment Guidelines.  Such guidelines may 
both (i) direct the Trustee to segregate any portion of the Trust Fund 
held by it in one or more separate accounts to be known as Investment 
Manager accounts, and (ii) provide for the specific allocation of 
investment responsibilities among the Trustee and any Investment 
Manager as may be appointed by the Company to manage an Investment 
Manager account prior to the Change in Control.  Until the Trustee 
receives new Investment Guidelines, the Trustee may rely on and shall 
be fully protected in relying on the last Investment Guidelines it has 
received.

	(b)	As used herein, "Investment Manager" shall have the 
meaning set forth under Section 3(38) of ERISA.

	(c)	To the extent that the Trust Fund has not been segregated 
into one or more Investment Manager accounts or if the Trustee is 
informed in writing that the Investment Manager(s) has resigned, was 
removed or is no longer a qualified Investment Manager, the assets of 
the Trust Fund or of the affected Investment Manager Account shall be 
managed by the Trustee.  The Board of Directors of the Company, shall 
appoint in writing an Investment Manager(s) for each such Investment 
Manager account and shall contemporaneously give written notice of 
said appointment to the Trustee in accordance with the terms of this 
Trust Agreement.  Such Investment Manager(s) shall have full 
discretion and authority to invest, reinvest or dispose of the assets 
of the Trust Fund in the Investment Manager account.  The Trustee 
shall follow the directions of the Investment Manager(s) with respect 
to the account of such Investment Manager(s) in exercising the powers 
granted in this Section.  All directions given by the Investment 
Manager(s) to the Trustee may be in writing, signed by an officer (or 
a partner) of the Investment Manager(s), or by such other person or 
persons as may be designated by an officer (or a partner) of the 
Investment Manager(s), may be given orally by such person or may be 
transmitted to the Trustee by such other means of communication as the 
Investment Manager(s), with the consent of the Trustee, may deem 
appropriate or necessary.  The Investment Manager(s) may directly 
place orders for the purchase or sale of securities, subject to such 
conditions as may be approved by the Company authorizing the 
Investment Manager(s) to effect transactions directly for its 
Investment Manager account, provided that the Trustee shall 
nevertheless retain custody of the assets comprising said account.  
The Trustee shall be under no duty to question, or make inquiries as 
to, any action or direction of any Investment Manager(s) taken as 
provided herein, or any failure to give directions, or to review the 
securities held in any Investment Manager account, or to make 
suggestions to the Investment Manager(s) or the Company with respect 
to investment, reinvestment of, or disposition of investments in any 
Investment Manager account.  The Company, by written notice to the 
Trustee, may at any time terminate the authority of an Investment 
Manager(s) to direct the investments of the account of such Investment 
Manager(s).

	(d)	Unless the Trustee participates knowingly in, or knowingly 
undertakes to conceal, an act or omission of the Investment 
Manager(s), knowing such act or omission to be a breach of the 
fiduciary responsibility of the Investment Manager(s) with respect to 
the Trust, the Trustee shall not be liable for any act or omission of 
the Investment Manager(s) and shall not be under any obligation to 
invest or otherwise manage the assets of the Trust that are subject to 
the management of the Investment Manager(s) and, to the maximum extent 
permitted by law, the Trustee shall have no liability or 
responsibility for acting or not acting in accordance with any written 
direction of the Investment Manager(s), or failing to act in the 
absence of any such direction.  The Company agrees, to the extent 
permitted by law, to indemnify the Trustee and hold it harmless from 
and against any claim or liability that may be asserted against it, 
otherwise than on account of the Trustee's own gross negligence or 
willful misconduct, by reason of the Trustee's taking or refraining 
from taking any action in accordance with this Section, including, 
without limiting the generality of the foregoing, any claim or 
liability that may be asserted against the Trustee on account of 
failure to receive securities purchased, or failure to deliver 
securities sold, pursuant to orders issued by the Investment 
Manager(s) directly to a broker or dealer.

	(e)	Except to the extent that an Investment Manager(s) has 
been appointed by the Company, as more particularly described in 
Section 7(c), the Trustee shall have and exercise all powers and 
authority under this Trust Agreement necessary to enable it to manage, 
acquire, or dispose of any assets of the Trust in accordance with the 
Investment Guidelines and the following provisions of this Section 7.

	(f)	Subject to the Investment Guidelines, the Trustee may 
cause the Trust to be invested and reinvested in every kind of 
investment including, without limitation, publicly-traded or 
privately-placed equity and debt interests of all kinds issued by 
domestic or foreign governments, business organizations, limited 
partnerships, investment companies and trusts, or other entities, 
convertible securities or all kinds, exchange-traded put and call 
option contracts, forward placement and optional delivery contracts, 
financial futures contracts, interest-bearing deposits in any 
depository institution (including the Trustee or any affiliate of the 
Trustee), money market securities of all kinds, fee interests in, and 
mortgages, trust deeds, and leaseholds with respect to real property 
and collective investments as described in Section 7(g).  
Notwithstanding anything in this Trust Agreement to the contrary, the 
Trustee may hold uninvested and without liability for interest such 
part of the Trust as may be reasonably necessary for orderly 
administration of the Trust.

	(g)	Subject to the Investment Guidelines and the following 
provisions of this Section 7(g), the assets of the Trust may be 
invested and reinvested, in whole or in part, in any common or 
collective investment fund (referred to as "fund") maintained by the 
Trustee for which the Trust is an eligible participant.  
Notwithstanding any other provision of this Trust Agreement, to the 
extent Trust assets are invested in any such fund, the terms of the 
fund's governing instrument solely shall govern the investment 
responsibilities and powers of the entity responsible for management 
of the fund (referred to as "fund manager"), and the terms of such 
governing instrument shall be incorporated into this Trust Agreement. 
 The value of any interest in a fund held by the Trust shall be the 
fair market value of the interest as determined by the fund manager in 
accordance with the fund's governing instrument.  For purposes of 
valuation of the Trust assets, the Trustee shall be entitled to rely 
conclusively on the value reported by the fund manager.

	(h)	The Trustee shall have and exercise, with respect to Trust 
investments, all the powers of an absolute owner including, without 
limitation, the following powers:

		(1)	To sell, at public or private sale, for cash or on 
credit, for such consideration and upon such other terms and 
conditions as may be deemed appropriate;

		(2)	To exercise options, conversion privileges, 
subscription rights, or other rights given the owner of securities; to 
vote stock in person or by proxy, with or without power of 
substitution; to consent to, oppose, or participate in any 
reorganization, consolidation, merger, readjustment of financial 
structure, or other changes in property rights of the owner of 
securities; and to deposit securities with any protective or 
reorganization committee, delegate to such committee all power and 
authority as may be deemed appropriate, and pay from the Trust an 
appropriate portion of the reasonable compensation and expenses of 
such committee;

		(3)	To renew, extend, or foreclose by judicial 
proceeding or otherwise, any obligation held in the Trust;

		(4)	To subdivide, develop, improve, lease (for a term 
within or beyond the existence of the Trust), grant options to 
purchase, or purchase options to acquire, any real property held in 
the Trust; to make ordinary and extraordinary repairs and alterations 
to buildings; to raze buildings and to erect new buildings; and to 
purchase such insurance on behalf of the Trust and at its expense 
including, without limitation, public liability, fire and extended 
coverage, rent insurance and such other insurance covering such other 
insurable risks as may be deemed appropriate;

		(5)	To appoint ancillary or subordinate trustees or 
custodians to hold title to or other indicia of ownership of property 
of the Trust in those jurisdictions, domestic or foreign, in which the 
Trustee is not authorized to do business and to define the scope of 
the responsibilities of each such ancillary or subordinate trustee or 
custodian; and

		(6)	To acquire or hold any securities or other property 
even though the Trustee or any affiliate of the Trustee may have 
invested or may thereafter invest its own or other funds in the same 
or related securities or property, the principal or interest of which 
may be payable at different times or rates, or may have a different 
rank or priority.

	(i)	In its administration of the Trust, the Trustee shall have 
and exercise whatever powers are necessary to discharge its 
obligations and exercise its rights under this Trust Agreement 
including, without limitation, the following powers:

		(1)	To collect income generated by the Trust investments 
and proceeds realized on the sale or disposition of assets, and to 
hold the same pending reinvestment or distribution in accordance with 
this Trust Agreement;

		(2)	To register Trust property in the Trustee's own 
name, in the name of a nominee, or in bearer form, provided the 
Trustee's records and accounts show that such property belongs to the 
Trust;

		(3)	To combine certificates representing securities with 
certificates of the same issue held by the Trustee for other fiduciary 
accounts;

		(4)	To deposit securities with a securities depository 
and to permit the securities so deposited to be held in the name of 
the depository's nominee, and to deposit securities issued or 
guaranteed by the U.S. government or any agency or instrumentality 
thereof, including securities evidenced by book entry rather than by 
certificate, with the U.S. Department of the Treasury, a Federal 
Reserve Bank, or other appropriate custodial entity, in the same 
account as the Trustee's own property, provided the Trustee's records 
and accounts show that such securities belong to the Trust;

		(5)	To hold securities issued by a foreign government or 
business entity at a foreign office of the Trustee or any of its 
affiliates, or to deposit such securities with a foreign securities 
depository or bank regulated by a government agency or regulatory 
authority in the foreign jurisdiction, and to permit the securities so 
deposited to be held in the nominee name of the depository or bank, 
provided the Trustee's records and accounts show that such securities 
belong to the Trust;

		(6)	To settle securities trades through a securities 
depository using an institutional delivery system, in which event the 
Trustee may deliver or receive securities in accordance with 
appropriate trade reports or statements given the Trustee by such 
depository;

		(7)	To settle payment or delivery transactions pursuant 
to spot or forward currency contracts entered into on the Trust's 
behalf with a foreign currency dealer;

		(8)	To execute promissory notes and to encumber the 
Trust or any of its assets by mortgage, deed of trust, pledge, or 
otherwise as security; and

		(9)	In accordance with the Company's direction, to 
commence or defend lawsuits or administrative proceedings, to 
compromise, arbitrate, or settle claims or debts in favor of or 
against the Trust, to select counsel acceptable to the Trustee to 
conduct, subject to the Company's direction and control, the 
prosecution, defense, or negotiation of any litigation or settlement, 
and to pay from the Trust all costs and reasonable attorneys' fees in 
connection therewith.

	(j)	With respect to that portion of the Trust Fund it manages 
the Trustee shall account for any distinction between principal and 
income of the Trust.  The Trustee's records and accounts relating to 
the Trust shall be available at reasonable times for inspection by the 
Company or its authorized representatives.

	(k)	As of each accounting date specified in Section 6(e) and 
the date of the Change in Control, as provided in Section 6(d), the 
Trustee shall determine the current fair market value of the Trust 
assets, and shall include such information in accounting to the 
Company.  Valuations of Trust assets shall be subject to the following 
provisions:

		(1)	The Trustee shall determine fair market value based 
on sources considered reliable by the Trustee including, without 
limitation, (i) newspapers of general circulation, (ii) standard 
financial periodicals and publications, (iii) statistical and 
valuation services, (iv) records and reports of securities exchanges 
and brokerage firms deemed reliable by the Trustee, or (v) any 
combination of such sources.  If the Trust consists of real property, 
the Trustee shall obtain a written appraisal of the property by a 
qualified appraiser and may rely on such appraisal, provided that such 
reliance is reasonable and in good faith.

		(2)	If the Trustee is unable to determine fair market 
value from the above-mentioned sources, the Trustee may rely on 
information furnished by the Company, appraisers, or other sources.  
The Trustee will not be liable for an inaccurate valuation based in 
good faith on such information.  The Trustee shall pay from the Trust 
to third parties all reasonable costs incurred in obtaining asset 
valuation services in connection with the discharge of its obligations 
under this Section 7(k).

		
	(l)	All directions, notices, and other communications required 
or permitted by this Trust Agreement shall be in writing, shall be 
addressed to the party to be notified at the address set forth below 
and shall be delivered by mail, personal delivery, telecopy, mailgram, 
telegram or telex:

		If to the Company:

		Chock full o'Nuts Corporation
		370 Lexington Avenue
		New York, New York 10017
		Attn:  Howard M. Leitner

		If to the Trustee:

		IBJ Schroder Bank & Trust Company
		One State Street
		New York, New York 10004
		Attn: Retirement Plan Services Group

	The Trustee may rely on the authenticity, truth and accuracy of, 
and will be fully protected in acting upon:

		(1)	Any notice, direction, certification, approval or 
other writing of the Company, if evidenced by an instrument signed by 
an authorized officer.

		(2)	Any notice, direction, certification, approval or 
other writing, oral or other transmitted form of instruction received 
by the Trustee and believed by it to be genuine and to be sent by or 
on behalf of the Administrative Committee of the Plan;

		(3)	Any copy of a resolution of the Board of Directors 
of the Company, if certified by the Secretary or an Assistant 
Secretary of the Company under its corporate seal;

		(4)	Any notice, direction, certification or other 
writing, oral or other transmitted form of instructions of an 
Investment Manager appointed by the Administrative Committee of the 
Plan, received by the Trustee, and believed by it to be genuine and to 
be sent by such Investment Manager.

The Trustee may, in its discretion, accept directions or notices given 
by telephone or any form of electronic communication, other than those 
specified above, unless and until the Trustee is notified in writing 
by the Company that such alternative forms of communication are not 
authorized.  If the Trustee chooses to accept one or more of such 
alternative methods of communication, the Company shall be required to 
follow reasonable procedures adopted by the Trustee for written 
confirmation thereof.

	(m)	Any corporation or association (i) into which the Trustee 
may be merged or with which it may be consolidated, (ii) resulting 
from any merger, consolidation, sale or reorganization to which the 
Trustee may be a party, or (iii) to which all or substantially all of 
the fiduciary business of the Trustee may be transferred shall become 
a successor Trustee under this Trust Agreement without the necessity 
of executing any instrument or performing any further act, subject to 
resignation or removal of the Trustee.

	(n)	In addition to the Trustee's rights to consult counsel 
under Section 6(g), the Trustee may consult with legal counsel of its 
choosing, including counsel for the Company, with respect to the 
interpretation of any or all of the Plan or this Trust Agreement, the 
Trustee's rights or responsibilities hereunder, any legal proceeding 
or question of law, or any act the Trustee proposes to take or omit, 
and, upon prior notice to the Company, may pay such counsel reasonable 
compensation from the Trust.  The Trustee shall not be liable for any 
action taken or omitted in good faith pursuant to the advice of such 
counsel.

Section 8.	Amendment or Termination.

	(a)	The Company and the Trustee may amend this Trust Agreement 
by an instrument in writing signed by the parties hereto together with 
the written consent to such amendment of at least sixty-seven percent 
(67%) of all persons who are Interested Parties, except that the 
Company may amend the Trust Agreement without the written consent of 
any Interested Parties, but only to the extent such amendment is 
required by law or is necessary or desirable to prevent adverse tax 
consequences to Covered Persons.  In the event that the Company 
proposes to adopt an amendment to the Trust Agreement after the Change 
in Control which is required by law or is necessary or desirable to 
prevent adverse tax consequences to Covered Persons, the Company shall 
provide the Trustee with an opinion of counsel reasonably acceptable 
to the Trustee and in form and substance satisfactory to the Trustee 
to that effect.  The Trustee may rely and shall be fully protected in 
relying on such an opinion without inquiry.

	(b)	The Trust shall terminate upon the final payment of all 
Covered Benefits due and payable to all of the Covered Persons under 
the Plan.  After the Trustee's final accounts have been settled in 
accordance with Section 6 hereof and after receipt of any unpaid fees 
and expenses, the Trustee shall distribute the balance of the Trust 
Fund as directed by the Company.

Section 9.  General Provisions.

	(a)	The Company shall, at any time and from time to time, upon 
the reasonable request of the Trustee, execute and deliver such 
further instruments and do such further acts as may be necessary or 
proper to effectuate the purposes of this Trust Agreement.

	(b)	This Trust Agreement sets forth the entire understanding 
of the parties with respect to the subject matter hereof and 
supersedes any and all prior agreements, arrangements and 
understandings relating thereto.  This Trust Agreement shall be 
binding upon and inure to the benefit of the parties and their 
respective successors and legal representatives.

	(c)	This Trust Agreement shall be governed by and construed in 
accordance with the laws of the State of New York, other than and 
without reference to any provisions of such laws regarding choice of 
laws or conflict of laws.

	(d)	In the event that any provision of this Trust Agreement or 
the application thereof to any person or circumstances shall be 
determined by a court of proper jurisdiction to be invalid or 
unenforceable to any extent, the remainder of this Trust Agreement, or 
the application of such provision to persons or circumstances other 
than those as to which it is held invalid or unenforceable, shall not 
be affected thereby, and each provision of this Trust Agreement shall 
be valid and enforced to the fullest extent permitted by law.

	(e)	Benefits payable to a Covered Person under this Trust 
Agreement may not be anticipated, assigned, alienated or subject to 
attachment, garnishment, levy, execution or other legal or equitable 
process.

	(f)	The Company shall maintain or cause to be maintained 
individual records reflecting the amount of the Covered Benefits 
payable or accrued under the Plan for each Covered Person and the 
present value thereof.  The Company shall, as soon as practicable 
following the Change in Control, and from time to time thereafter, 
provide or cause to be provided to the Independent Actuary all 
information necessary to recalculate the Required Funding Amount in 
accordance with Section 6(d), including, without limitation, the 
following information:

		(1)	The amount of each Covered Person's Covered Benefit 
under the Plan,

		(2)	Any other information requested by the Independent 
Actuary that is reasonably required to enable the Independent Actuary 
to fulfill its duties to the Trustee, as described in this Trust 
Agreement.

	(g)	The Company shall, as soon as practicable following the 
date of this Trust Agreement and from time to time thereafter, provide 
or cause to be provided to the Trustee all information necessary to 
effect payment of Covered Benefits from the Trust including, without 
limitation, the following information:

		(1)	The names, social security numbers and addresses of 
all Covered Persons.

		(2)	Any other information requested by the Trustee that 
is reasonably required by the Trustee in administering this Trust 
Agreement.

	(h)	The Company shall prepare and file or cause to be prepared 
and filed all applicable federal and state income tax returns of the 
Trust, any withholding reports required by applicable federal, state, 
and local wage withholding laws and any form required by applicable 
law to report compensation of Covered Persons and beneficiaries.  The 
Trustee shall be entitled to rely on the accuracy of any such form 
prepared and filed by the Company or caused to be prepared and filed 
by the Company and the Trustee shall not be liable for acting in 
accordance with instructions given to the Trustee in handling or 
processing any such form if necessary.

	(i)	The Company represents that it has consulted with and has 
been advised by its professional advisers and/or counsel concerning 
the legality and propriety of this Trust Agreement.


	(j)	The Trustee may disclose the existence, nature, terms, and 
conditions of the Trust and/or this Trust Agreement whenever, in the 
Trustee's judgment, it is necessary or proper in the administration of 
the Trust.



CHOCK FULL O'NUTS 
CORPORATION






	
Attest:

By:	

	







	
Attest:
  
IBJ SCHRODER BANK & TRUST 
COMPANY, AS TRUSTEE


By:	



	EXHIBIT A
CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST


LIST OF COVERED PERSONS



		Pursuant to Section 3(f) of the Trust Agreement, dated as 
of 
September 14, 1998 , between Chock full o'Nuts Corporation (the 
"Company") and IBJ Schroder Bank & Trust Company, as Trustee, the 
Company provides the following list of Covered Persons and the 
respective present values of their accrued benefits under the Plan:


COVERED  PERSON
PRESENT VALUE OF
ACCRUED PLAN BENEFIT *
BAER, PETER
$          0       
CULLEN, MARTIN
0       
DONNELL, TOM G.
18,631       
FAZZARI, ANTHONY
56,116       
GOLDBERG, MATTHEW
0       
GOLDMAN, MICHAEL E.
4,771       
HAAS, MARVIN
100,584       
KASSAR, RICHARD A.
24,868       
LAPIN, KENNETH A.
1,957       
LEITNER, HOWARD M.
100,332       
WEISE, STEPHEN
0       


TOTAL - INITIAL REQUIRED 
FUNDING AMOUNT
$307,259       


	EXHIBIT B
CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST

PAYMENT SCHEDULE

______________, 199__


		Pursuant to Section 3(f) of the Trust Agreement, dated as 
of 
September 14, 1998, between Chock full o'Nuts Corporation (the 
"Company") and IBJ Schroder Bank & Trust Company, as Trustee, the 
Company provides a Payment Schedule with respect to the following 
Covered Person:


NAME AND ADDRESS OF COVERED PERSON:

SOCIAL SECURITY NUMBER:

NAME OF SPOUSE:

ADDRESS:

SOCIAL SECURITY NUMBER:

	(1)	The above captioned Covered Person under the Chock full 
o'Nuts Corporation Supplemental Executive Retirement Plan has 
submitted a Termination Affidavit indicating that he/she is a Covered 
Person and entitled to a Covered Benefit under the Plan.  The Covered 
Person shall receive ______________ per month commencing on 
____________, ______, and ending on _____________,________.

	(2)	There is no federal income tax withholding obligation on 
these amounts.


					CHOCK FULL O'NUTS CORPORATION



Dated:________________________	By:                           


	EXHIBIT B

CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST

AMENDMENT TO PAYMENT SCHEDULE


THE COVERED PERSON MUST SIGN THE FOLLOWING CONSENT IF THIS IS AN 
AMENDMENT OR SUBSTITUTION OF A PAYMENT SCHEDULE AFTER A CHANGE IN 
CONTROL OF CHOCK FULL O'NUTS CORPORATION



	The undersigned Covered Person to whom this Payment Schedule 
relates consents to the amendment of or substitution for the Payment 
Schedule heretofore on file with the Trustee with respect to him, by 
the form set forth above.


Dated: _________________, 19___



		                    	
		                    Covered Person's Signature 

	EXHIBIT C
CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST


	TERMINATION AFFIDAVIT


	I, __________________, under penalties of perjury, do hereby 
solemnly affirm (i) that, pursuant to Section 3(c) of the Trust 
Agreement between IBJ Schroder Bank & Trust Company (the "Trustee") and 
Chock full o'Nuts Corporation (the "Company"), dated as of September 
14, 1998 (the "Trust Agreement"), I am providing this Termination 
Affidavit to the Trustee and the Company in order to secure the 
benefits to which I am entitled under such Trust Agreement and the 
Chock full o'Nuts Corporation Supplemental Executive Retirement Plan 
(the "Plan"); (ii) that my employment with the Company terminated on 
______________ ___, 19__; (iii) that I am entitled to a Covered Benefit 
with respect to the Plan and that I am fully vested under the Plan in 
my benefits.**



	
Covered Person's Signature

	*    *    *    *


STATE OF				)
				) ss.:
COUNTY OF			)

 	On this ____ day of ________, 199_, before me personally came 
______________, to me known, who, being by me duly sworn, said that the 
statements herein are all true and correct.


					                         
		                      	Notary Public
		                      	Commission Expires:

	EXHIBIT D

CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST

TRUSTEE'S FEE SCHEDULE



See attached letter from IBJ Schroeder to Chock full O'Nuts Corporation 
dated September 4 detailing the fee schedule.

	EXHIBIT E

CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST

TRUSTEE'S INVESTMENT GUIDELINES


Money market funds or U.S. three month Treasury securities.

	EXHIBIT F


CHOCK FULL O'NUTS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(SPRINGING) TRUST


ACTUARIAL CONSULTANTS WHICH MAY BE 
APPOINTED AS "INDEPENDENT ACTUARY"


Lloyd A. Katz, F.S.A., M.A.A.A., of The Segal Company, whose address is 
1 Park Avenue, New York, New York 10016-5895 (Tel. No. (212) 251-5000)

David C. Nearpass, F.S.A., Principal and Consulting Actuary, Buck 
Consultants, whose address is 1801 K Street, N.W., Suite 205L, 
Washington, D.C. 20006 (Tel. No. (202) 296-7264).
*	Present Value calculations are as of
August 1, 1998 and reflect a discount rate of 7.5%.
**	If the Affidavit is being made by the Covered Person's
beneficiary, a statement of the date of death of the Covered Person must
be added.
 
(..continued)

 
 

R&O-363426.3

	- 25 -

R&O-363426.3